MCA Update: Insertion of declaration in form SH-4 vide Companies (Share Capital and Debentures) Amendment Rules, 2022
The MCA vide its Notification No. G.S.R. 335(E) dtd. 04th May, 2022 has notified Companies (Share Capital and Debentures) Amendment Rules, 2022 to amend the existing Companies (Share Capital and Debentures) Rules, 2014. The amendment pertains to insertion of a declaration in form SH-4 (form for transfer of shares) with regards to whether transferee is required to obtain Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares or not.
In case no such approval is required then the transfer will take place in the normal course of action whereas if such an approval is required to be obtained then it is mandatory to enclose the approval letter with form SH-4.
This notification shall come into force on the date of its publication in the Official Gazette i.e., 04th May, 2022.
AMENDMENT
In the Companies (Share Capital and Debentures) Rules, 2014, in the Annexure, in Form No.SH-4, before the Enclosures, the following declaration shall be inserted, namely-
Declaration:
() Transferee is not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares; or
( ) Transferee is required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares and the same has been obtained and is enclosed herewith.
Full Text of the Notification is as follows:-
MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 4th May, 2022
G.S.R. 335(E).—In exercise of the powers conferred by sub-section (1) and (3) of section 56 read with sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Share Capital and Debenture) Rules, 2014, namely:-
1. Short title and commencement. _ (1) These rules may be called the Companies (Share Capital and Debentures) Amendment Rules, 2022.
(2) They shall come into force from the date of their publication in the Official Gazette.
2. In the Companies (Share Capital and Debentures) Rules, 2014, in the Annexure, in Form No.SH-4, before the Enclosures, the following declaration shall be inserted, namely.-
“Declaration:
0 Transferee is not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares; or
0 Transferee is required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares and the same has been obtained and is enclosed herewith.”.
[F. No. 1/04/2013-CL-V, Part-IV]
MANOJ PANDEY, Jt. Secy.
Note : The principal rules were published in the Gazette of India, Extraordinary, Part-II, section 3, subsection (i), vide number G.S.R. 265 (E), dated the 31st March, 2014 and last amended vide number G.S.R.113 dated the 11th February, 2021.
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